THIS WARRANT
AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ SECURITIES ACT ”), OR UNDER ANY STATE
SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION
UNDER THE SECURITIES ACT, THE APPLICABLE STATE SECURITIES LAW AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
WARRANT TO PURCHASE COMMON
STOCK
OF
CLEARPOINT BUSINESS RESOURCES,
INC.
This is to
certify that, FOR VALUE RECEIVED, XRoads Solutions Group, LLC
(“ XRoads ”), is entitled to purchase,
subject to the terms set forth below, from ClearPoint Business
Resources, Inc., a Delaware corporation (the “
Company ”), during the period commencing on May
13, 2009 and ending at 5:00 P.M. (E.S.T.) on December 31, 2010 (the
“ Exercise Period ”), an aggregate of One
Hundred Thousand (100,000) fully paid and non-assessable shares of
Company Common Stock, $0.0001 par value per share (the “
Common Stock ”), at a per share purchase price
of $0.12 (the “ Exercise Price
”). The Exercise Price and the number of such
shares are subject to adjustment, from time to time, as provided
below. The shares of Common Stock deliverable upon such
exercise are hereinafter sometimes referred to as the “
Warrant Shares ”. This Warrant is
herein called the “ Warrant ”.
Section 1. Exercise Period
. In the event that the expiration of the Exercise
Period shall fall on a Saturday, Sunday or United States federally
recognized holiday, the expiration of the Exercise Period shall be
extended to 5:00 P.M. (E.S.T.) on the first business day following
such Saturday, Sunday or recognized holiday.
Section
2. Exercise of Warrant .
a.
Manner of Exercise . This Warrant may be
exercised by XRoads, in whole or in part, at any time and from time
to time during the Exercise Period, by (i) the surrender of this
Warrant to the Company, with the Notice of Exercise attached hereto
as Exhibit A (the “ Notice of
Exercise ”) duly completed and executed on behalf of
XRoads, at the principal office of the Company or such other office
or agency of the Company as it may designate by notice in writing
to XRoads (the “ Principal Office ”), and
(ii) the delivery of payment to the Company of the Exercise Price
for the number of Warrant Shares specified in the Notice of
Exercise in the manner specified in Section 2(c).
b.
Issuance of Warrant Shares . Such Warrant Shares
shall be deemed to be issued to XRoads as the record holder of such
Warrant Shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment shall have
been made for the Warrant Shares as aforesaid. As
promptly as practicable thereafter, the Company shall deliver to
XRoads a stock certificate(s) for the Warrant Shares specified in
the Notice of Exercise. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery
of the stock certificate(s), also deliver to XRoads, at the
Company’s expense, a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares, which new Warrant
shall in all other respects be identical to this
Warrant.
c.
Payment of Exercise Price . The Exercise Price
shall be payable in cash or its equivalent, payable by wire
transfer of immediately available funds to a bank account specified
by the Company or by certified or bank cashiers’ check in
lawful money of the United States of America.
Section 3.
Adjustment to Exercise Price and Warrant Shares
. The Exercise Price in effect from time to time and the
number of Warrant Shares shall be subject to adjustment in certain
cases as set forth in this Section 3:
a.
Stock Split . If, at any time after the date
hereof, the number of shares of the Company’s capital stock
outstanding is increased by a stock dividend or by a subdivision or
split-up of shares, then, following the record date for the
determination of holders of capital stock entitled to receive such
stock dividend, subdivision or split-up, the Exercise Price shall
be appropriately decreased and the aggregate number of Warrant
Shares shall be increased in proportion to such increase in
outstanding shares. The foregoing provisions shall
similarly apply to successive stock dividends, subdivisions or
split-ups.
b.
Reverse Stock-Split . If, at any time after the
dat
